Reseller Agreement

Trade/Reseller Terms

RECITALS

  1. RI Distribution has agreed to supply to the Retailer on a non-exclusive basis, products from the selected brands described in Schedule A along with all required parts for those products (collectively referred to hereinafter as ‘the product’) for the period set out in this agreement and on the terms and conditions set out in this agreement.
  2. The Retailer has represented that it is experienced in the sale of the products, and RI Distribution has satisfied itself that the Retailer has established a genuine retail and/or eCommerce business with its own commercial warehouse for stock holding.
  3. The retailer has agreed to purchase the brands nominated in Schedule A, exclusively from RI Distribution and will not purchase and or reproduce any such products from those brands through any manufacturer/agent and or direct other than RI Distribution Pty Ltd.
  4. In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows.

OPERATIVE PART

Interpretation

This agreement is governed by the laws of Queensland and the parties submit to the non- exclusive jurisdiction of the courts of that state. In the interpretation of this agreement:

  1. References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation.
  2. Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements

also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders.

  1. Grammatical forms of defined words or phrases have corresponding meanings.
  2. Parties must perform their obligations on the dates and times fixed by reference to the capital city of Queensland.
  3. Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia.
  4. If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day.
  5. References to a party are intended to bind their executors, administrators and permitted transferees.
  6. Obligations under this agreement affecting more than one party bind them jointly and each of them severally.

Term

The parties agree that this agreement shall commence on the date of this agreement (‘the commencement date’) and remains in force unless terminated under Clause 17.

Non-Exclusivity of supply

The Retailer acknowledges that it shall not have the exclusive rights to sell the product and that RI Distribution is at liberty to sell the product itself or through other Retailers.

Exclusivity of sale of product

      1. The Retailer agrees that for the term of this agreement, it will not sell any other items which are the same as or very similar to the product. This specifically refers to products that have a strong resemblance to the product supplied by RI Distribution, which may cause deliberate or accidental confusion to the consumer over authenticity of a brand or product.
      2. The Retailer agrees that for the term of this agreement, it will not purchase any items from the brands selected in Schedule A from a distributor other than RI Distribution.
      3. The Retailer agrees to purchase all required products and parts, belonging to the brands distributed by RI Distribution, exclusively from RI Distribution.

Supply for Dropship

RI Distribution will not supply to any dropship-only business. An approved retail customer may apply to utilise the dropship service offered by RI Distribution. This can be done so by applying for a dropship agreement using a separate dropship account with RI Distribution.

Purchasing/Payments/Delivery

  1. Goods are not sold on a return basis unless agreed upon at the time of sale.
  2. RI Distribution reserves the right to pass on to the retailer any changes in price that arise from circumstances outside its control.
  3. Payment is due within 3 days of placing the order and prior to dispatch of the Product.
  4. Upon receipt of payment by RI Distribution, the Product will be dispatched for delivery.
  5. All claims for incorrect, damaged or shortage of goods must be made within 7 days of receipt of goods.
  6. Freight on all orders is charged at rates as provided on the RI Distribution website.

Sale of products

      1. The Retailer has access to the RI Distribution B2B website for the Recommended Retail Price.
      2. The Retailer may not sell the product on any online sites except for their own website, unless agreed to in writing by RI Distribution. This includes any Marketplace eCommerce sites that are not directly owned by the retailer.
      3. The Retailer may not on sell the product, the supply of product is to be sold through the Retailers own physical stores and eCommerce sites direct to consumers only.

Obligations of Retailer

    1. The Retailer acknowledges that it has read and is familiar with the warranty policy for the Product.
    2. The Retailer must provide every purchaser with the full terms and conditions of sale including the Warranty supplied by RI Distribution.
    3. The Retailer must bring to the attention of every purchaser the servicing and maintenance requirements of the product.
    4. The Retailer agrees to abide by warranties for the product as provided to them.
    5. The Retailer agrees at all times to safeguard the integrity, uphold the reputation and retain the credibility of RI Distribution supplied products. RI Distribution reserves the right at any time to refuse to sell a particular brand of product that, in the eyes of the brand owner or their appointed agent, causes damage to the integrity of the brand.
    6. The retailer must be familiar with the products and provide accurate advice to customers concerning all products advertised for sale. Any intentional misrepresentation of a product may result in the immediate termination of this agreement.


  1. All out of box faults/failures must be advised to your Sales Account Manager following checking each of the product/s on delivery.
  2. The retailer must ensure, and evidence, that the customer acknowledges their awareness of the State laws and usage guidelines surrounding the relative product prior to the final transaction of sale.
  3. The retailer will document each products serial number on receipt of the goods, and will include all such information on the customers invoice and/or records at the point of sale.



Obligations of RI Distribution

      1. RI Distribution will supply the retailer with relevant images, POS and any other promotional material available to support the retailer in advertising and marketing of the product supplied by RI Distribution
      2. RI Distribution will provide the products in a new packaged condition.
      3. RI Distribution will fulfil orders within acceptable time frame, stockpermitting.
      4. RI Distribution will advertise the Retailers Shop name, location and contact details on the corporate business website for customers to view store locations in said area.
      5. RI Distribution will provide the Retailer with relevant on-line training to allow service and repair.

Miscellaneous

      1. This Agreement is not assignable by the Retailer.
      2. The Retailer shall be responsible for any loss of or damage to the product while it is under its control.
      3. Subject to this agreement and for the term of this agreement, you are permitted to identify yourself as "Reseller" of any of the brands sold to you by RI Distribution, solely in connection with your resales of Products. You may not use any trademark, logo or service mark except as permitted in writing by RI Distribution.

No Waiver

The failure of either party to this agreement to insist on the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as waiving any terms and conditions, but such terms and conditions shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

Effect of partial invalidity

The invalidity of any part of this agreement will not and shall not be deemed to affect the validity of any other part. In the event that any provision of this agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the removal of the invalid provision.

Entire Agreement

This agreement shall constitute the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this agreement shall not be binding on either party except to the extent incorporated in this agreement.


Modification of Agreement

Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if evidenced in writing signed by each party or an authorised representative of each party.

Counterparts

This agreement may be executed in any number of counterparts each of which will be an original, but such counterparts together will constitute one and the same instrument.

Notices

A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:

  1. Delivered personally; or
  2. Posted to their address when it will be treated as having been received on the second business day after posting; or
  3. Faxed to their facsimile number when it will be treated as received when it is transmitted; or
  4. Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.

Termination for Breach

      1. RI Distribution may terminate this Agreement if the Retailer breaches any provision in this Agreement and fails to cure such breach within five (5) days of written notice.
      2. RI Distribution may terminate this Agreement upon thirty (30) days’ written notice to the Retailer if it ceases to stock the product.

Warranties

The Retailer agrees to provide full warranty service, following the RI Distribution warranty policies as outlined below, and detailed in the warranty terms and conditions document, found at www.ridistribution.com.au/warranty

  1. In the case of a customer using key words such as accident, injury, near fatal, manufacturing fault, dangerous, or any other term to that effect, the Retailer must contact the RI Distribution Warranty Department immediately.
  2. The retailer must document a detailed description of the incident and ask for the 'physical' product from the customer. RI Distribution will not accept any warranty claim from a retailer who has not received the physical product back into their possession.
  3. The cost to have the product returned to the retailer is the sole responsibility of the retailer.
  4. Upon receiving the product back, the retailer is obligated to perform the necessary assessment to determine whether the product is covered under warranty. (Retailer must refer to the specific warranty information provided to them by RI Distribution pertaining to the relevant brand and product)




  1. Retailer must create a record of the warranty claim using RI DISTRIBUTION warranty reporting system. All fields in this online form must be completed for a warranty to be processed by RI Distribution.
  2. In some cases, warranty repair must be carried out by retailer according to the specific brand or product instructions provided to the retailer by RI Distribution. Parts to carry out this repair will be provided to the retailer free of charge by RI Distribution.
  3. In the circumstance where a warranty repair cannot be carried out by the retailer, or where the product is deemed DOA by the retailer, then RI Distribution will request the product be returned to RI Distribution. The freight cost (both ways) will be borne by RI Distribution.
  4. If a product is returned under warranty but is assessed to not be covered under warranty by RI Distribution, then the retailer will be liable to pay for the repair costs and freight costs (both ways).
  5. RI Distribution will take no responsibility for any loss to the retailer in the circumstance where a retailer has incurred a cost on a refused warranty claim.